EX-10.11.11





 Exhibit 10.11.11 

***Text Omitted and Filed Separately with the Securities and Exchange Commission 

Confidential Treatment Requested Under 

17 C.F.R. Sections 200.80(b)(4) and 230.406 

Execution Copy 
 TENTH AMENDMENT
TO CODE SHARE AND 
 REVENUE SHARING AGREEMENT 

THIS TENTH AMENDMENT TO CODE SHARE AND REVENUE SHARING AGREEMENT (this “Tenth Amendment”) is made and entered into as of
November 18, 2010 (the “Execution Date”), by and between US AIRWAYS, INC., a Delaware corporation (“US Airways”), MESA AIRLINES, INC., a Nevada corporation (“Mesa”). In addition, Mesa Air
Group, Inc., a Nevada corporation, is also a party hereto with respect to Sections 11 and 12 of this Tenth Amendment. 
 RECITALS:

 A.        US Airways and Mesa are parties to that certain Code Share and Revenue Sharing
Agreement, dated as of February 1, 2001, as amended by: (1) the First Amendment to Code Share and Revenue Sharing Agreement, dated to be effective April 27, 2001; (2) the Second Amendment to Code Share and Revenue Sharing Agreement,
dated as of October 24, 2002; (3) the Third Amendment to Code Share and Revenue Sharing Agreement, dated as of January 29, 2003; (4) the Fourth Amendment to Code Share and Revenue Sharing Agreement and Release, dated as of
September 5, 2003; (5) the Fifth Amendment to Code Share and Revenue Agreement, dated as of January 28, 2005; (6) the Sixth Amendment to Code Share and Revenue Sharing Agreement and Settlement Agreement, dated as of July 27, 2005; (7)
the Seventh Amendment to Code Share and Revenue Sharing Agreement and Settlement, Assignment and Assumption Agreement, dated as of September 10, 2007; (8) the Eighth Amendment to Code Share Agreement and Settlement Agreement, dated as of
May 12, 2008; and (9) the Ninth Amendment to Code Share and Revenue Sharing Agreement, dated as of March 30, 2009 (collectively, the “Code Share Agreement”). 

B.        All capitalized terms used herein, but not otherwise defined herein, shall have the meanings
given to such terms in the Code Share Agreement. It is the intent of the parties that this Tenth Amendment and the subject matter addressed herein is integral to the entirety of the Code Share Agreement and is not severable therefrom. 

C.        The Code Share Agreement requires the Mesa Group to provide certain Flight Services and
Other Services for US Airways, pursuant to the terms and conditions of the Code Share Agreement. 

D.        The Mesa Group and US Airways desire to amend the Code Share Agreement pursuant to the terms
and conditions of this Tenth Amendment, to provide for an extension of the term of the Code Share Agreement as it relates to certain aircraft, amendment of the costs apportionment and revenue share percentage terms, release and settlement of certain
disputed amounts between the parties arising under or relating to the Code Share Agreement, and other changes as set forth in this Tenth Amendment. 

NOW, THEREFORE, in consideration of the promises, covenants, representations and warranties hereinafter set forth, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, US Airways and the Mesa Group agree as set forth below. 

  

					
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 AMENDMENTS: 

1.        Guaranteed Non-Maintenance Costs. The parties
agree that Exhibit C of the Code Share Agreement (as amended) is further amended, effective as of July 1, 2010, such that the Guaranteed Non-Maintenance Costs for each aircraft type used in
providing the Flight Services shall be reduced as follows: 
 [***] 

For clarity, to the extent Mesa’s actual ownership costs for the CRJ-200 aircraft are or have
been at any point less than the amounts paid by US Airways for such aircraft, the difference will be (i) credited promptly to US Airways in accordance with Exhibit C of the Code Share Agreement (as amended by Revised Exhibit C — Page 2 set
forth in the Sixth Amendment), or alternatively (ii) credited as an offset against amounts owed by US Airways. 

2.        Segment Revenue Payments. The parties agree that Section 7.6 of the Code Share
Agreement (as amended) is further amended, effective as of July 1, 2010, such that the Segment Revenue Percentage set forth therein for each type of aircraft shall be replaced with the “Segment Revenue Payment” as follows: 

[***] 
 The
revenue share percentage for each aircraft type will be adjusted proportionally upward to the extent actual utilization (total block hours divided by aircraft in fleet divided by days in month) for that aircraft type falls below 8.4 hours for the CRJ-900, 6.7 hrs for the CRJ200, or 6.5 hrs for the Dash-8 (e.g., if the actual utilization of the CRJ-900 aircraft is 5% below the
actual utilization target of 8.4 hours, then the 6.39% Segment Revenue Percentage would be proportionally adjusted upwards by multiplying by 1.05). The payment rates set forth in Section 1 and 2 of this Tenth Amendment shall be in effect
beginning on July 1, 2010, provided that US Airways shall continue making the payments calculated under the Code Share Agreement (without giving effect to this Tenth Amendment) until the Approval Order Date (as defined below). From and after
the Approval Order Date, US Airways shall pay Mesa at the payment rates set forth in this section (the “New Payment Rates”). Promptly following the Approval Order Date, upon US Airways’ written election, either (a) Mesa
shall pay to US Airways the amount by which the payments made under the Agreement for the period from July 1, 2010 until US Airways Confidential the Approval Order Date exceed the payments due under this Tenth Amendment for such period (the
“Retroactive Payments”): or (b) US Airways may apply the Retroactive Payment amounts to credits against payments US Airways would otherwise be obligated to make to Mesa under the Code Share Agreement, as amended
(“Retroactive Credits”). The Retroactive Payments or Retroactive Credits shall be retained indefeasibly by US Airways and US Airways shall have no obligation to refund or otherwise credit Mesa with the Retroactive Payments or
Retroactive Credits under any circumstances or pay to Mesa amounts equal to the Retroactive Credits. 
 AGREEMENTS: 

3.        Term. 

  

					
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 (a)        The term of the Code Share Agreement, as
it relates to the CRJ-900 aircraft, shall be extended based on the schedule set forth on Exhibit E, which will amount to thirty-nine (39) months on average per aircraft, from June 30, 2012, to
September 30, 2015, subject to the Term Extension Option and/or Individual Extension Option and the establishment of the schedule for the redelivery of aircraft set forth herein (the “Term”). 

(b)        US Airways will have the option, to be exercised in writing and in US Airways’ sole
discretion no more than three (3) times, to extend the Term with respect to all but not less than all of the CRJ-900 aircraft for an additional one year per option exercise. Each option (each a
“Term Extension Option”) shall be exercisable upon at least twelve (12) months prior written notice, on the terms and conditions of the Code Share Agreement as amended by this Tenth Amendment. 

(c)        The term of the Code Share Agreement as it relates to aircraft other than CRJ-900s shall remain June 30, 2012, and be unaffected by this Tenth Amendment and any Term Extension Options. 

(d)        In addition to the Term Extension Option, US Airways will have the one-time option to extend each CRJ-900 aircraft, on an individual aircraft basis for up to six (6) additional months upon six (6) months prior written notice on the
terms and conditions of the Code Share Agreement as amended by this Tenth Amendment (the “Individual Extension Option”). 

4.        Return of Aircraft. Unless extended by US Airways’ written exercise of the Term
Extension Options and/or the Individual Extension Option, the expiration of the Term and the redelivery by US Airways to Mesa shall be phased according to the schedule set forth on Exhibit E, such that each aircraft shall be redelivered on a
date not earlier than April 1, 2015, and not later than March 31, 2016 (the “Initial Term Redelivery Dates”). If the Term is extended by US Airways’ written exercise of one or more of the Term Extension Options or
Individual Extension Options, the expiration of the Term and the redelivery of the CRJ-900 aircraft shall be phased according to a schedule established by US Airways and consistent with the Initial Term
Redelivery Dates described above, but extended to reflect the duration of the extended Term. Following the expiration of the Term and redelivery to Mesa, Mesa shall promptly remove any and all references to US Airways trademarks, trade names or
service marks (including the AWA Service Marks) from the CRJ-900 aircraft prior to any further use of such aircraft. 

5.        Elimination of Right to Reduce CRJ-900 Fleet.
Notwithstanding the terms of Section 2.2.4 of the Code Share Agreement (as amended), US Airways may not initiate fleet reductions in the CRJ-900 subfleet except as set forth in Section 4 above. 

6.        Ground Handling. Mesa shall transition its ground handling services to US Airways or,
in US Airways’ sole discretion, to one or more ground handling vendors selected or approved by US Airways in its sole discretion, before the earlier of (a) a date that is ninety (90) days after written notice from US Airways and
(b) five (5) months following the Approval Order Date (as defined in Section 14 below) for the PHX hub and seven (7) months following the Approval Order Date for all other locations. As such services are transitioned from Mesa, the
corresponding payments due Mesa under the Code Share Agreement shall be eliminated, 

  

					
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together with any obligations of Mesa regarding the provision of such services set forth in the Code Share Agreement. Subject to US Airways’ obligations under the Code Share Agreement and
this Tenth Amendment, Mesa will reasonably cooperate at its own expense in connection with the transition of any such services. In connection with the transition of ground services, US Airways will purchase the ground service equipment owned by Mesa
that is required by US Airways, for use in its operations and in good condition and repair, ordinary wear and tear excepted. The purchase price will be equal to the fair market value of such equipment. Absent agreement by the parties, fair market
value shall be determined by an independent appraiser mutually selected and appointed by US Airways and Mesa immediately following the Execution Date. US Airways and Mesa will share equally the costs of any such appraisal. 

7.        Settlement. Upon the Approval Order Date or as soon as practicable thereafter and
subject to the occurrence of a Vacatur Declaration (as defined below): 
 (a)        US Airways
shall: 
 (i)        [***] 

(ii)        release Mesa and any of Mesa’s current or former subsidiaries, affiliates, officers,
directors, stockholders, employees, professionals or agents (collectively, the “US Airways Released Parties”) from any and all claims that US Airways has or had against the US Airways Released Parties, whether legal or equitable,
known or unknown, liquidated or contingent, matured or inchoate, which arose or accrued in whole prior to the date that is two years before the Execution Date, including without limitation the disputed payment claims between the parties listed in
Exhibit B (collectively, the “US Airways Released Claims”). Except as set forth in Exhibit B, the US Airways Released Claims shall not include, and US Airways shall not be deemed to release, any claims US Airways has against
any of the Mesa Released Parties that arose or accrued, in whole or in part, within two years before the Execution Date. Any US Airways claims that are not specifically identified as US Airways Released Claims and are within two years before the
Execution Date shall be obligations of Mesa assumed under this Tenth Amendment and shall not be discharged or modified by any Mesa Plan. 

(iii)        audit Mesa property taxes for tax years 2008 and 2009 on a mutually agreed to timetable
and Mesa will provide all information (including, without limitation, access to Mesa accountants, lawyers, other professionals, the relevant executives in charge of property taxes for Mesa and other Mesa employees and executives) reasonably
requested by US Airways in connection with such audit. Any pre-payments made by US Airways related to such taxes will be reconciled in accordance with the procedures established in the Code Share Agreement.

 (iv)        have the right to audit property taxes for tax years prior to 2008 and Mesa will
provide all information (including, without limitation, access to Mesa accountants, lawyers, other professionals, the relevant executives in charge of property taxes for Mesa and other Mesa employees and executives) reasonably requested by US
Airways in connection with such audit. If such audit reveals that US Airways overpaid for such years (including the portions of the [***] payment allocated to property taxes as set forth in Exhibit B), the difference will be credited by Mesa
to US Airways (“Tax Credits”). Notwithstanding the definition of US Airways 

  

					
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Released Claims, any claims that US Airways has or may have related to overpayment of property taxes shall not be included in the US Airways Released Claims. For the avoidance of doubt, if US
Airways elects to audit years prior to 2008 and such audit reveals an underpayment by US Airways, US Airways shall not be obligated to make any additional payment to Mesa in respect of such underpayment. The parties will agree on mutually acceptable
Property Tax true- up procedures for tax years from and after 2010. 
 (b)        Mesa shall: 

(i)        release US Airways and any of US Airways’ current or former subsidiaries, affiliates,
officers, directors, stockholders, employees, professionals or agents (collectively, the “Mesa Released Parties”) from any and all claims that Mesa has or had against the Mesa Released Parties, whether legal or equitable, known or
unknown, liquidated or contingent, matured or inchoate, which arose or accrued on or before the Execution Date, including without limitation the disputed payment claims between the parties listed in Exhibit B hereto and any right of set-off or offset against US Airways (collectively, the “Mesa Released Claims”). 

(ii)        be obligated to pay US Airways (in addition to the Tax Credits) for (a) any properly
claimed amounts arising after July 1, 2008 not specified in Exhibit B (the “Post- July 2008 Claims”), and (b) all available Fuel Sales Tax refunds for North Carolina beginning from the 2006 tax year collected by
Mesa (the “Fuel Sales Tax Refunds”) within ten (10) business days of receipt. Mesa acknowledges that it has commenced collecting the Fuel Sales Tax Refunds as of October 18, 2010 and shall continue to collect the Fuel
Sales Tax Refunds in a timely manner at Mesa’s sole expense. Mesa will reasonably cooperate with US Airways in connection with the collection of the Fuel Sales Tax Refunds (including, without limitation, access to Mesa accountants, lawyers,
other professionals, the relevant executives in charge of the Fuel Sales Tax Refunds for Mesa and other Mesa employees and executives) reasonably requested by US Airways. Mesa will not settle or compromise any Fuel Sales Tax Refunds without the
prior written consent of US Airways, which consent shall not be unreasonably withheld. Any claims related to the Post-July 2008 Claims or the Fuel Sales Tax Refunds shall not be included in the definition of US Airways Released Claims. 

8.        CRJ-900 Aircraft Modifications. Mesa shall,
at its sole cost, install ACARS (without printers) on all CRJ-900 aircraft and such systems will be fully functioning on all such aircraft (in accordance with mutually agreed to specifications) no later than
April 29, 2011. Mesa shall, at its sole cost, complete internal upgrades for each CRJ-900 aircraft incorporating each item in Exhibit A hereto. The items in Exhibit A that are to be
completed when aircraft are parked at airports during regular overnight stays (“RON”) are defined as “RON Upgrades,” the items in Exhibit A that are to be completed upon US Airways’ request that an
aircraft be taken out of service to perform the modifications are defined as “Special Visit Upgrades,” and the items in Exhibit A that are to be completed while aircraft are taken out of service during regularly scheduled C-check maintenance and inspection are defined as “C-check Upgrades.” Together the RON Upgrades, the Special Visit Upgrades and the C-check Upgrades are collectively defined as the “Upgrades.” Mesa will complete the Upgrades on the timetable set forth in Exhibit A or as otherwise specified by US Airways; provided
that US Airways gives Mesa at least ninety (90) days prior written notice of any requested Special Visit and US 

  

					
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Airways sets forth in such notice that it will remove the affected aircraft from service to accommodate such Special Visit. US Airways shall, within thirty (30) days after the Execution
Date, provide the standard for reasonable approval of the Upgrades. Mesa shall commence work on the Upgrades as soon as practicable. US Airways shall pay to Mesa the Effective Date Payment, plus an [***] as a contribution towards Mesa’s cost
for the Upgrades (collectively with the Effective Date Payment, the “Upgrade Contribution”), in thirty-eight (38) equal installments, payable upon satisfactory completion of the RON Upgrades for each CRJ-900 aircraft. In the event Mesa completes one or more RON Upgrades (in a manner satisfactory to US Airways in US Airways’ sole discretion) during the Pre-Effective
Date Period, US Airways shall pay the per aircraft portion of the Upgrade Contribution for each such RON Upgrade at the time such RON Upgrade has been approved by US Airways (each such payment, a
“Pre-Effective Date Upgrade Payment”). In the event US Airways makes one or more Pre-Effective Date Upgrade Payments and the Mesa Plan is not filed or
confirmed or does not become effective by the respective deadlines set forth herein, US Airways shall be entitled to credit such Pre-Effective Date Upgrade Payments against amounts US Airways otherwise owes
Mesa. No payments will be made by US Airways following completion of C-check Upgrades or Special Visit Upgrades, however each such C-check Upgrade and Special Visit
Upgrade will also be subject to US Airways’ review and approval. 
 9.        Operational
Performance. 
 (a)        Effective at 12:01 a.m. on the date that Mesa’s ground handling
services in PHX Hub are fully transitioned to US Airways in accordance with Section 6 (the “Transition Date”) and US Airways has made available to Mesa, on a daily basis (subject to immaterial delays), not less than two
(2) months of operational performance data in accordance with Section 9(b)(i), Sections 5.3 and 5.4 of the Agreement dealing with On Time Performance and Flight Completion Factor are deleted and replaced in their entirety with the
following Service Level Performance provisions: 
 (i)        Mesa shall perform in accordance with
the service levels set forth on Exhibit C hereto (the “Service Levels”). Mesa’s operational performance will be measured using the following two measurements: Controllable Completion Factor (“CCF”) and
Controllable Departures within Zero Minutes of Scheduled (“CD0”), as such terms are defined below. Mesa will be subject to Service Level 1 and Service Level 2 credit amounts for all flights that fall below the established
thresholds and will receive incentives for all flights that rise above the incentive levels (“Incentive Levels”), in accordance with the thresholds and credit amounts set forth in Exhibit C. 

(ii)        CD0: Mesa shall not allow its CD0 Rate to fall below the CDO Service Level 1
threshold percentage set out in Exhibit C. The “CD0 Rate” is defined as a fraction in which the numerator is the Actual Departures less departures which were delayed due to reasons controllable by Mesa and all downline
departures which remain late departing due predominantly to reasons controllable by Mesa (“Controllable Delayed Departures”) and the denominator is Controllable Scheduled Departures. “Controllable Scheduled
Departures” shall mean all Scheduled Departures less those scheduled departures cancelled for reasons beyond Mesa’s control, such as weather and ATC. Exhibit D lists all cancellation and delay codes used by US Airways at the
time of this Tenth Amendment and specifically lists all such delay codes 

  

					
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that are classified as Controllable Delay Codes used in calculating CD0 Rate and Controllable Scheduled Departures. US Airways may update Exhibit D and will make corresponding changes to
the applicable Service Level and Incentive Level thresholds in Exhibit C and to the applicable early termination thresholds in Section 9(e) provided that: 

(A)        Codes are changed on a system-wide basis for US Airways and all other US Airways Express
carriers; 
 (B)        US Airways demonstrates to Mesa that any changes to the codes set forth in
Exhibit D will have no adverse impact on Mesa. For avoidance of doubt, and by way of example, if a new code is added to the Controllable Delay list, US Airways will calculate the decrease to Mesa’s performance during the period used for
setting the Service Levels and Incentive Level in this Tenth Amendment, and the corresponding Service Levels and Incentive Level will be reduced by that exact percentage; and 

(C)        The parties agree to enter into an amendment to the Code Share Agreement to reflect the
changes to the delay codes and corresponding Service and Incentive Levels. 
 US Airways shall provide to Mesa, within thirty (30) days
following the Execution Date, Mesa’s historical performance data (by delay code) and the methodology used to establish the Service Levels and Incentive Levels in this Tenth Amendment. 

(iii)        Mesa will be subject to Service Level 1 and Service Level 2 financial credits
for all flights causing Actual CDO performance in a calendar quarter to fall below the Service Level 1 and Service Level 2 thresholds set out in Exhibit C and at the respective credit dollar amount specified in Exhibit C, and
incentive payments when Mesa meets or exceeds the incentive levels set forth in Exhibit C (the “Incentive Levels”). The number of flights credited is calculated as the respective Service Level Threshold less the Actual CDO
Rate for the quarter multiplied by the Controllable Scheduled Departures. Service Level 1 and Service Level 2 credits are calculated independently and are additive, meaning that flights receiving a Service Level 2 credit by definition
will also generate a Service Level 1 credit. 
 (iv)        Mesa will receive incentive
payments for each flight in a calendar quarter that rises above the CDO Rate incentive threshold specified in Exhibit C and at the incentive payment dollar amount specified in Exhibit C. For purposes of calculating the number of
flights paid an incentive, the number of incentivized flights is calculated as the actual CDO Rate for the quarter less the incentive threshold multiplied by the Controllable Scheduled Departures. 

(v)        CCF: Mesa shall not allow its CCF Rate to fall below the CCF Level 1 threshold set
out in Exhibit C. The “CCF Rate” is defined as a fraction where the numerator is actual departures and the denominator is Controllable Scheduled Departures. 

(vi)        Mesa will be subject to Service Level 1 and Service Level 2 financial credits
for all flights causing actual CCF performance in a calendar quarter to fall below the Service Level 1 and Service Level 2 thresholds set out in Exhibit C and at the respective credit dollar amount specified in Exhibit C. The
number of flights credited is 

  

					
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calculated as the respective service level threshold less the actual CCF rate for the quarter multiplied by the Controllable Scheduled Departures. Service Level 1 and Service Level 2
credits are calculated independently and are additive, meaning that flights receiving a Service Level 2 credit by definition will also generate a Service Level 1 credit. 

(vii)        Mesa will receive incentive payments for each flight in a calendar quarter that rises
above the CCF Rate incentive threshold specified in Exhibit C and at the incentive payment dollar amount specified in Exhibit C. For purposes of calculating the number of flights paid an incentive, the number of incentivized flights is
calculated as the actual CCF rate for the quarter less the incentive threshold multiplied by the Controllable Scheduled Departures. 

(viii)        Credits for CDO and CCF added together comprise the “Quarterly Performance
Credit.” Incentives for CDO and CCF added together comprise the “Quarterly Performance Incentive.” To the extent the Quarterly Performance Credit exceeds the Quarterly Performance Incentive in any calendar quarter, US
Airways shall apply the difference as an offset against any payments due to Mesa in such quarter. To the extent the Quarterly Performance Incentive exceeds the Quarterly Performance Credit in any calendar quarter, US Airways shall pay Mesa the
difference within ten (10) days of receipt of written demand from Mesa. 
 (ix)        On each
anniversary date of the Contract Date, commencing on February 1, 2011, the dollar amounts used for calculating the CDO and CCF credits and incentives shall be increased by the increase in the CPI, as determined in accordance with
Section 7.4 of the Code Share Agreement. Calendar Quarter means each three month period commencing with January 1 of each year. 

(b)        Effective as of the Transition Date, Section 5.5 is deleted and replaced in its
entirety with the following language: 
 (i)        Within ten (10) business days after the
end of each Calendar Month, US Airways shall provide to Mesa flight data and statistical information accumulated and captured by and within the official flight data reporting sources at US Airways for the prior Calendar Month and, as applicable, the
prior Calendar Quarter, together with such supporting documentation and information as US Airways deems necessary. US Airways or its designee, upon two (2) business days’ prior written notice, may review at any time, at Mesa’s
corporate or other relevant offices, all records and files, if any, generated or maintained by Mesa in connection with performance measurements and calculations as prescribed herein. If US Airways or its designee’s review of the records or
files reveals that Mesa has under or overstated, as applicable, Mesa’s performance measurements, then Mesa, upon demand, shall pay all sums due based on the accurate calculations, the actual out of pocket costs and expenses of US Airways in
completing such review and the applicable penalties payable based on such new calculations. 

(ii)        If such under or overstatement is willful or intentional, then Mesa, within ten
(10) days after receipt of written demand, shall pay to US Airways an amount equal to [***] per occurrence. 

  

					
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 (c)        Effective as of the Transition Date,
Section 5.6 is amended by replacing the reference to “OTP Rate” with a reference to “CDO Rate” and the reference to “FCF” is replaced with “CCF.” 

(d)        Effective as of the Transition Date, and in order to meet the operational performance
requirements set forth in this Section 9 to the Tenth Amendment, 
 (i)        US will
schedule Mesa to have one spare aircraft for each hub, either a CRJ-200 or a CRJ-900; 

(ii)        Mesa may use CRJ-200, CRJ-700, or CRJ-900 aircraft not in Mesa’s US Fleet, but painted in neutral livery or in US Airways livery as additional spares at Mesa’s sole expense on a limited
basis; and 
 (iii)        Subject to adjustment as provided below in this Section 9, the CDO
and CCF thresholds used in this Section 9 to the Tenth Amendment for calculating credits, incentives, and default for performance are valid so long as the schedule given to Mesa for US Airways flying is for the PHX and CLT hubs and/or linear
flying; and provided, further, that the schedules are reasonably consistent with past practice US Airways scheduling parameters for utilization, RON maintenance time, turn times, and recovery time. In the event that Mesa operates more
than 3.8 Equivalent Aircraft (defined below) pursuant to a schedule given to Mesa for US Airways flying other than for the PHX or CLT hubs and/or linear flying or if US Airways gives Mesa scheduling parameters that are not reasonably consistent with
past practice for utilization, RON maintenance time, turn times, and recovery time, the parties will meet and negotiate in good faith in order to agree on appropriate adjustments to the applicable schedule or Service Level 1, Service
Level 2 and early termination thresholds described in Section 9(e). “Equivalent Aircraft” shall be determined by dividing the average daily scheduled block hours in and out of US Airways hubs other than CLT or PHX during a
given month by the average daily utilization of active Aircraft in the Fleet for that month (total Mesa Aircraft flying for US Airways less spares and maintenance Aircraft). 

(e)        Effective as of the Transition Date, Section 8.2 is deleted and replaced in its
entirety with the following language: 
 Early Termination: Subject to adjustment as provided in this Section 9, if Mesa’s
(i) system CDO Rate [***], or (ii) CCF Rate, falls below [***] months (each, a “Cancellation Event”), US Airways may, at its election, inform Mesa by written notice (a “Performance Notice”) that if the
Cancellation Event is not cured within one hundred twenty (120) days from receipt of a Performance Notice (the “Cure Period”), US Airways may, at its option, give Mesa a Termination Notice (as defined below). If the
Cancellation Event relates to Mesa’s system CDO Rate, the cure shall be affected by Mesa bringing its CDO Rate for a whole calendar month to a rate equal to or [***] during the Cure Period. If the Cancellation Event relates to Mesa’s
system CCF Rate, the cure shall be affected by Mesa bringing its CCF Rate for a whole calendar month to a rate equal to or above [***] during the Cure Period. If, after the Cure Period has expired and Mesa has not cured the Cancellation Event as set
forth above, then US Airways at any time during the thirty (30) day period following the lapse of the Cure Period without cure may terminate the Code Share Agreement by written notice (“Termination Notice”), effective ninety


  

					
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(90) days after the Termination Notice is provided. Such termination right shall be in addition to any penalty payments set forth in this Section 9 to the Tenth Amendment and termination
rights for an Event of Default pursuant to Section 13 of the Code Share Agreement. 

(f)        At least two (2) months prior to the Transition Date, US Airways shall make available
to Mesa, on a daily basis (subject to immaterial delays), unaudited data of its performance using the CDF and CDO metrics. To the extent that Mesa has fallen below the OTP or FCF service levels for any period of time prior to the Transition Date,
such default time periods shall apply cumulatively with any defaults accruing following the Transition Date, such that the cumulative months of default (prior and following the Transition Date) shall be used to establish the early termination right
set forth in Section 9(e) above. 
 (g)        Mesa acknowledges and agrees that the service
credits are a price adjustment reflecting diminution of service and harm suffered by US Airways, the exact extent of which is difficult to ascertain, but that service credits are not liquidated damages. Such service credits (i) shall be US
Airways’ sole and exclusive remedy for a failure by Mesa to meet a Service Level when such failure does not rise to a default level justifying early termination in accordance with Section 9(e) of this Tenth Amendment, but (ii) shall
not be US Airways’ sole or exclusive remedy for a failure by Mesa to meet a Service Level when such failure rises to a default level justifying early termination in accordance with Section 9(e) of this Tenth Amendment. 

(h)        Effective as of the Transition Date, the parties agree the Code Share Agreement is amended
by deleting Section 5.2 in its entirety. 
 10.        Aircraft Cleaning. Consistent
with Mesa’s obligations under the Code Share Agreement, but effective July 1, 2010, to account for services on an ongoing basis, versus the claims related to past payment obligations for aircraft cleaning services addressed in
Section 7 above, for the remainder of the term of the Code Share Agreement Mesa shall provide at its expense (either directly or through a third-party vendor approved by US Airways) RON cleaning for all Mesa aircraft operated pursuant to the
Code Share Agreement. In cases where US Airways provides the RON cleaning, whether directly or through its vendor, Mesa will reimburse US Airways for the actual costs, without markup, of that cleaning service. Mesa shall have the option to select
all vendors in connection with its RON cleaning, subject to US Airways reasonable approval. The aircraft will be cleaned in accordance with US Airways’ RON cleaning standards and procedures, consistent with Section 2.8.2 of the Code Share
Agreement. Any amounts owed by Mesa to US Airways pursuant to this Section 10 as of and after July 1, 2010 shall be paid by Mesa within ten (10) days after the Approval Order Date. 

[***] 

(i)        The Notes shall be issued as a single class (except to the extent US Airways consents,
otherwise, such consent to be granted or withheld in US Airways’ sole discretion) and shall be unsecured obligations of Mesa; 

  

					
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 (ii)        The Notes shall provide for the accrual
or payment of interest in-kind at an annual all-in rate not [***] but may not provide for the payment of cash interest until maturity or
pre-payment permitted by clause (v) below; 

(iii)        The Notes shall not amortize, and shall not have a maturity date prior to
December 31, 2015, absent an event of default; 
 (iv)        The Notes shall be structured in
a tax efficient manner for both Mesa and US Airways; 
 (v)        The Notes may not be prepaid,
except only that the Notes, together with accrued interest, may be pre-paid on a pro-rata basis from the net cash proceeds actually received by Mesa from the sale of its
indirect debt and equity investment in Spirit Airlines, Inc. (the “Spirit Proceeds”), and from casualty events and sales of material assets; 

(vi)        The Notes will contain representations and warranties, covenants and other provisions,
including provisions protecting the rights of Noteholders, customary for unsecured debt obligations of this kind (including, without limitation, covenants (affirmative, negative and financial), defaults, and debt baskets among others.). The terms of
the Notes will not be modified or amended without the written approval of US Airways, which approval may be given in US Airways’ sole discretion. Mesa shall not enter into any agreement with any Noteholder (in respect of that Noteholder’s
Notes) unless US Airways is a party to that agreement and consents to its terms (such consent to be granted or withheld in US Airways’ sole discretion); and 

(vii)        The Notes shall be guaranteed on a joint and several, full and unconditional basis, by
the Post-Effective Date Debtors (as such term is defined under the Mesa Plan). 
 Notwithstanding the foregoing, Mesa may issue up to an
[***] principal amount of Notes (the “Bondholder Notes”) to holders of the 2012 Notes on terms identical to the Notes, provided that: (i) the total principal amount of all the Notes shall not exceed the sum [***] and the amount
of Notes issued to US Airways and (ii) the principal amount of Notes issued to US Airways shall [***] of the aggregate principal amount of Notes. The Bondholder Notes may continue to be guaranteed by Nilchii (the entity that owns Mesa’s
interest in Spirit Airlines, Inc. described above) or obtain some other structural payment and collection preference related to Nilchii, provided that if any of the Spirit Proceeds are used to pay off any of the Bondholder Notes, Mesa shall use any
Spirit Proceeds in excess of the amounts necessary to pay off the Bondholder Notes to pay down the Notes held by US Airways (all such payments shall first repay accrued and unpaid interest and second reduce principal). Once the Notes held by US
Airways have been paid in full, Mesa may use any remaining Spirit Proceeds to pay down the Notes held by Mesa’s general unsecured creditors, and then to pay down the Notes held by management. 

11.        Capital Stock. The Mesa Plan shall provide for the issuance of a single class of
common stock by Mesa Air Group, Inc. as follows: (i) [***] to Mesa’s unsecured creditors; (ii) [***] basis. Upon the Plan Effective Date, Mesa and US Airways shall enter into an investor rights agreement in the form of Exhibit F (the
“Investor Rights Agreement”). The terms of such 

  

					
	 US Airways Confidential
	  	11	  	














 
agreement shall be reasonably and mutually satisfactory to US Airways and Mesa Air Group, Inc. and shall be negotiated and finalized prior to the Disclosure Statement Approval Date. Once US
Airways provides its approval of such agreement, its terms may not be modified or amended prior to or after confirmation of the Mesa Plan without the approval of US Airways, which approval may be given or withheld in US Airway’s sole
discretion. 
 12.        Conditions Precedent. The effectiveness of this Tenth Amendment is
subject to the following conditions precedent: 
 (i)        Approval by US Airways, by no later
than the Mesa Plan Approval Date, in its sole discretion, of (i) the Mesa Plan and related disclosure statement (the “Disclosure Statement”), and (ii) Mesa’s business plan, capital and ownership structure, board of
directors, management structure, cash flow projections, and other information reasonably required by US Airways (collectively, the “Reorganization Information”). The Reorganization Information has already or shall be provided to US
Airways as soon as possible; 
 (ii)        Approval of this Tenth Amendment and the Investor
Rights Agreement by the parties’ respective Boards of Directors; 
 (iii)        The filing by
Mesa of a motion with the Bankruptcy Court for authorization to assume the Code Share Agreement as amended by this Tenth Amendment (the “Approval Motion”) and set a hearing for approval on or before the Approval Order Date (or such
other date as may be agreed by the parties in writing); 
 (iv)        The filing by Mesa’s
Creditors’ Committee (the “Committee”) of a statement of support for the Mesa Plan, the Tenth Amendment and the Investor Rights Agreement (the “Committee Support Statement”) by November 23, 2010 (the
“Committee Support Date”); and 
 (v)        The Bankruptcy Court shall have
entered a final order approving the Approval Motion on or before November 23, 2010 (the “Approval Order Date”), and either the time for appeal shall have expired and no appeal has been taken or, if an appeal has been taken, the
order has not been stayed (the “Approval Order”); provided however, the Approval Order Date shall be extended to December 20, 2010 if (a) the Bankruptcy Court moves the Approval Order Date after November 23,
2010 following notice and a hearing pursuant to a motion or request by the Committee or other third party and (b) such motion or request has been opposed in good faith by Mesa. 

13.        Conditions to Continued Effectiveness. The continued effectiveness of this Tenth
Amendment and US Airways’ obligation to make the Effective Date Payment is further subject to satisfaction of the following conditions (the “Conditions to Continued Effectiveness”): 

(i)        The Disclosure Statement is approved by the Bankruptcy Court by order entered on or before
November 23, 2010 (the “Disclosure Statement Approval Date”). 

(ii)        The Mesa Plan is confirmed by the Bankruptcy Court (by order entered on or before
January 17, 2011, the “Confirmation Date”), in a form that provides no consideration to Mesa’s unsecured creditors other than (i) the Notes and common stock (as described in Sections


  

					
	 US Airways Confidential
	  	12	  	














 
11 and 12 hereof), (ii) cash payments to holders of de minimis general unsecured claims as provided in the Plan, and (iii) waiver of certain avoidance actions, and that does not
contain any material change to the capital and ownership structure included in the Plan previously approved by US Airways, and is otherwise in a form that is consistent with Mesa’s obligations under the Agreement and this Tenth Amendment. Such
Confirmation Date may be extended by the parties in writing in each party’s sole discretion. If the Confirmation Date does not occur on or before January 17, 2011, despite Mesa’s best efforts to obtain confirmation of the Mesa Plan by
such date, the Confirmation Date shall be extended to March 18, 2011. 
 (iii)        The Plan
has become effective on or before February 17, 2011 (the “Plan Effective Date”). If the Plan Effective Date does not occur on or before February 17, 2011, despite Mesa’s best efforts to achieve the effective date of
the Mesa Plan by such date, the Plan Effective Date shall be extended to April 15, 2011. 

(iv)        No occurrence, development or change shall have occurred after the Execution Date that,
in the commercially reasonable judgment of US Airways had or could be reasonably expected to have a material adverse effect upon the business, operations, performance, properties, business prospects or financial condition of Mesa prior to Plan
Effective Date. 
 (v)        US Airways not becoming aware after the Execution Date of any new or
inconsistent information or other matter not previously disclosed to US Airways in writing relating to Mesa or its direct or indirect subsidiaries or the transactions contemplated by the Tenth Amendment which US Airways, in its commercially
reasonable judgment, deems material and adverse relative to the information or other matters disclosed to US Airways in writing by Mesa prior to the Execution Date, provided such occurs prior to the Plan Effective Date. 

(vi)        The accuracy in all material respects of all representations and warranties in this Tenth
Amendment and the Mesa Plan. 
 (vii)        No default or event of default under the Code Share
Agreement or this Tenth Amendment. 
 The Approval Order shall be expressly conditioned on the satisfaction of the Conditions to Continued
Effectiveness. In the event that any one of the Conditions to Continued Effectiveness are not satisfied, this Tenth Amendment shall immediately terminate. 

Notwithstanding the foregoing, in the event of any termination of the Tenth Amendment, or in the event that the Tenth Amendment is otherwise
rendered ineffective, (i) the provisions regarding (a) the Retroactive Payments or Retroactive Offsets, (b) credits for the Pre-Effective Date Upgrade Payments under Section 8, and
(c) any other offset rights under Section 16, shall survive; and (ii) the provisions set forth in Section 15(iii) shall apply as if there had been a Vacatur Declaration (as defined in Section 15(ii) below) by US Airways.

 14.        Withdrawal or Extension. 

(i)        If (a) this Tenth Amendment is not executed and delivered by US Airways and Mesa in
time for Mesa to file the Approval Motion so that the hearing date to approve this 

  

					
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	  	13	  	














 
Tenth Amendment can occur on regular notice on or before the Approval Order Date, (b) the Committee Support Statement is not filed on before the Committee Support Date or (c) this Tenth
Amendment is not approved by the Bankruptcy Court by the Approval Date (the “Pre-Approval Date Conditions”), then US Airways shall have the option (in its sole discretion) to terminate this
Tenth Amendment (the “Withdrawal”). Upon the Withdrawal, US Airways and Mesa shall have all of their respective rights under the existing Code Share Agreement without regard to this Tenth Amendment (including Mesa’s right to
assume the agreements and US Airways’ right to contest such assumption). 
 (ii)        If
(a) the Mesa Plan is not confirmed by the Confirmation Date in a form approved by US Airways as described above or (b) the Mesa Plan has not become effective on or before the Plan Effective Date (collectively, the “Mesa Plan
Conditions”) or (c) this Tenth Amendment is approved by the Bankruptcy Court and is thereafter modified, vacated, stayed or amended without US Airways’ consent (such consent to be granted or withheld in US Airways’ sole
discretion) (the “Bankruptcy Court Approval Condition”). US Airways shall have the right to declare the Approval Order vacated and of no further effect (a “Vacatur Declaration”). Commencing on a date thirty
(30) days after the occurrence of the Mesa Plan Conditions, if US Airways has not made a Vacatur Declaration, Mesa shall have the right to make a Vacatur Declaration. Upon a Vacatur Declaration by either US Airways or Mesa, (x) US Airways
shall retain all amounts under this Tenth Amendment that would have otherwise been due to Mesa had the Approval Order not been entered and such amounts shall not be subject to disgorgement, set-off, offset,
recovery or return, (y) US Airways and Mesa shall have all of their respective rights under the Code Share Agreement, without regard to this Tenth Amendment (including Mesa’s right to assume the agreements and US Airways’ right to
contest such assumption) and (z) except as set forth in (iii)(a) below, the New Payment Rates shall survive any assumption of the existing agreement and remain in effect without modification. 

(iii)        Upon a Vacatur Declaration by US Airways: 

(a)        US Airways will have the option (to be exercised in US Airways’ sole discretion) to
extend (ratably and on a schedule to be provided by US Airways) the redelivery date of the thirty-eight (38) CRJ-900 aircraft over eighteen (18) months beyond June 30, 2012 at the New Payment
Rates (the “18 Month Redelivery Period”). In the event US Airways exercises the option set forth in this section (a) and Mesa has not exercised its option under section (b) below, then US Airways will pay Mesa the rates
and other amounts due under the Code Share Agreement (without giving effect to the Tenth Amendment) for the period from July 1, 2011, through June 30, 2012. 

(b)        Mesa shall have the right to extend the Code Sharing Agreement by one year under the Code
Sharing Agreement (i.e., the 18 Month Redelivery Period will commence in July 2013 instead of July 2012) but (i) the New Payment Rates will continue without modification through the 18 Month Redelivery Period instead of ending on June 30,
2011, and (ii) all other terms and conditions under this Tenth Amendment shall remain in full force and effect through the 18 Month Redelivery Period. Mesa shall have the right to exercise the foregoing extension only until the date that is
thirty (30) days following the date US Airways makes a Vacatur Declaration. 

  

					
	 US Airways Confidential
	  	14	  	














 15.        Parties. To the extent that Air
Midwest, Inc. or Freedom Airlines, Inc. have any unsatisfied obligations to US Airways under the Code Share Agreement, such obligations shall be deemed obligations of, and assumed by, Mesa as of the Execution Date. 

16.        Rates. Exhibits C and D to the Code Share Agreement, as amended, are hereby deleted
and replaced in its entirety as set forth in Exhibit G to this Tenth Amendment. 

17.        Offsets. Without limiting any other provisions set forth in this Tenth Amendment,
for any payments owed by Mesa to US Airways pursuant to this Tenth Amendment, US Airways shall have the option to apply the amount of any such payments as credits against payments US Airways would otherwise be obligated to make to Mesa under this
Tenth Amendment and the Code Share Agreement. 
 18.        Rights and Remedies. No right or
remedy herein conferred upon or reserved to a party is exclusive of any other right or remedy, and each and every right and remedy will be cumulative and in addition to any other right or remedy under this Agreement, or under applicable law, whether
now or hereafter existing. 
 19.        Effect. Except as set forth in this Tenth Amendment,
all of the terms and conditions of the Code Share Agreement shall remain in full force and effect and be applicable to this Tenth Amendment. 

20.        Counterparts. This Tenth Amendment may be executed in counterparts, all of which
when taken together shall be one and the same document. 
 21.        Entire Agreement. This
Tenth Amendment, including the Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. 

(signature page follows) 

  

					
	 US Airways Confidential
	  	15	  	














 IN WITNESS WHEREOF, the parties have duly executed this Tenth Amendment as of the date above
written. 
  

	
	 US AIRWAYS, INC.

	
	
By:                      
                                         
        

	
Name:                      
                                         
   

	
Title:                      
                                         
     

	
	 MESA AIRLINES, INC.

	
	
By:                      
                                         
        

	
Name:                      
                                         
   

	
Title:                      
                                         
     

	
	 MESA AIR GROUP, INC. (*)

	
	
By:                      
                                         
        

	
Name:                      
                                         
   

	
Title:                      
                                         
     



 (*) For purposes of Sections 11 and 12 of this Tenth Amendment only. 

[Signature Page to Tenth Amendment to Code Sharing Agreement] 












 EXHIBIT A 

Interior Refurbish Requirements 
  

			
	
RON UPGRADES

	 Timing:
	  	 Pacing item - Leather/Cushion

Mesa to place order no later than Approval of Codeshare - or when the specification is provided by US Airways, if later

10 weeks following certification approval of seat cushions and leather (estimated certification March 20,
2011)



			
		
	 Area
	  	 Description

	 Seats
	  	 Install US spec leather seat covers

	 Seats
	  	 Replace seat cushions and backs w/ US spec

	 Seats
	  	 Repaint seat arm plastics rows 1, 15, 16

	 Seat belts
	  	 Replace 16G covers, IRAN17 all others

	 Interior lights
	  	 Replace lights covers

	 Lavs
	  	 Replace shrouds and lids as required

		  	


			
	 
	
SPECIAL VISIT OR C CHECK UPGRADES

	 Timing:
	  	 Pacing Item - Laminate for windscreen

Mesa to place order no later than Approval of Codeshare - or when the specification is provided if later

Completion based on special visit availability to be provided by US Airways



			
		
	 Area
	  	 Description

	 Windows
	  	 Replace as needed

	 Windows
	  	 Repair/replace aft window shades

	 Windscreens
	  	 Replace forward laminates with US spec

	 Interior lights
	  	 Replace lights

	 Dado carpet
	  	 Replace

	 Bag bins
	  	 Replace warped door units, paint as needed

		  	


			
	C CHECK UPGRADE
	Timing:	  	 Pacing Item - Aft Laminate

Mesa to place materials order no later then Approval of Codeshare - or when spec is provided if later

Mesa to complete work on each aircraft at the first regularly scheduled C-check following receipt of
materials



			
		
	 Seats
	  	 IRAN seats at heavy checks

	 Windows
	  	 Replace all as needed

	 Carpet replace
	  	 Replace including under seats

	 Windscreens
	  	 Replace aft laminates with US spec

	
	 US Airways will be given full audit rights to inspect completed work to ensure conditions meet
specifications of a reconditioned interior

	
	 IRAN - Inspect and Replace as Needed



  
 [***]Confidential 













 EXHIBIT B 

Disputed Claims Amounts 
  

							
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]
	 [***]
	    	[***]	    	[***]	    	[***]


  
 [***]Confidential 













 [***] 

[***] 

  
 [***]Confidential 













 Exhibit D 

US Airways Codes 

A.        CDO - Controllable Delays Codes 

 

					
	 Maint
	  	Maintenance Delay Initial Code	    	 MT

	 Maint
	  	Non-Specific MX Delay - MX Other	    	 MT0

	 Maint
	  	Mechanical Delay	    	 MT1

	 Maint
	  	Material Serviceability	    	 MT2

	 Maint
	  	Material Shortage	    	 MT3

	 Maint
	  	General Servicing	    	 MT4

	 Maint
	  	Maintenance Routing Delays	    	 MT5

	 Maint
	  	Precautionary Inspection	    	 MT6

	 Maint
	  	Material Allocation Delay	    	 MT7

	 Maint
	  	On-board computer/Component Reset	    	 MT8

	 Maint
	  	MX/ Engineering Personnel Errors	    	 MT9

	 Crew
	  	FA Error/ Other	    	 FA0

	 Crew
	  	FA Rest	    	 FA1

	 Crew
	  	FA Connection	    	 FA2

	 Crew
	  	FA Broken Thru Flight	    	 FA3

	 Crew
	  	Late FA to Aircraft	    	 FA4

	 Crew
	  	Sick or No Show FA	    	 FA5

	 Crew
	  	Pilot Error/ Other	    	 FP0

	 Crew
	  	Pilot Rest	    	 FP1

	 Crew
	  	Pilot Connection	    	 FP2

	 Crew
	  	Pilot Broken Thru Flight	    	 FP3

	 Crew
	  	Late Pilot to Aircraft	    	 FP4

	 Crew
	  	Sick or No Show Pilot	    	 FP5

	 Crew
	  	Crew Scheduling Error/ Other	    	 FC0

	 Crew
	  	Both Crews Rest	    	 FC1

	 Crew
	  	Both Crews Connection	    	 FC2

	 Crew
	  	Both Crews Broken Thru Flight	    	 FC3

	 Crew
	  	Late Both Crews to Aircraft	    	 FC4

	 Operational Controllable
	  	Late flight release	    	 OP3

	 Operational Controllable
	  	Dispatch related delays	    	 OP5


 B.        CDO - Uncontrollable Delays Codes 

 

					
	 ACS - Loading & Cargo
	  	Loading Baggage	    	 CG1

	 ACS - Loading & Cargo
	  	Removal due to W&B	    	 CG2

	 ACS - Loading & Cargo
	  	Cargo delay (mail, freight)	    	 CG3

	 ACS - Turn Delays (Gate)
	  	Hold for connecting bags	    	 CX1

	 ACS - Turn Delays (Gate)
	  	Hold for connecting pax	    	 CX2

	 ACS - Turn Delays (Gate)
	  	Unplanned	    	 CX3

	 ACS - Fueling
	  	Fuel other	    	 FL0

	 ACS - Fueling
	  	Fuel Boost/ Top Off	    	 FL1



  
 [***]Confidential 














					
	 ACS - Fueling
	  	Fuel Servicing/ Chargeable	    	 FL2

	 ACS - Fueling
	  	Fuel Servicing/ Non Chargeable	    	 FL3

	 ACS - Catering
	  	Provisioning (controllable)	    	 FS1

	 ACS - Catering
	  	Provisioning (uncontrollable)	    	 FS2

	 ACS - Catering
	  	Contract Catering	    	 FS3

	 ACS - Customer Service
	  	Error/ other (inc Skycap)	    	 PR0

	 ACS - Customer Service
	  	Oversale/ Overbooking	    	 PR1

	 ACS - Customer Service
	  	Customer	    	 PR2

	 ACS - Customer Service
	  	Onboard/ Illness/ Injury	    	 PR3

	 ACS - Aircraft Service
	  	Other Servicing Delay	    	 SV0

	 ACS - Aircraft Service
	  	Aircraft Cleaning (Chargeable)	    	 SV1

	 ACS - Aircraft Service
	  	AC Cleaning (Non-chargeable)	    	 SV2

	 ACS - Aircraft Service
	  	Water/ Lavatory Service	    	 SV3

	 ACS - Aircraft Service
	  	Engine starts (air/ electric)	    	 SV4

	 ACS - Aircraft Service
	  	GSE (Internal)	    	 SV5

	 ACS - Aircraft Service
	  	GSE (Contract)	    	 SV6

	 Damage
	  	Aircraft Damage Initial Code	    	 DA

	 Damage
	  	Aircraft Damage Delay - Unspecified Cause	    	 DA0

	 Damage
	  	Bird Strike/ FOD Damage	    	 DA1

	 Damage
	  	Weather Related Damage	    	 DA2

	 Damage
	  	Flight Deck or Cabin Crew Damage	    	 DA3

	 Damage
	  	Damage - Passenger	    	 DA4

	 Damage
	  	Uncontrolled Personnel Error Damage	    	 DA8

	 Damage
	  	Controlled Personnel Error Damage	    	 DA9

	 ATC / WX
	  	Gate Delay caused by ATC	    	 AT1

	 ATC/WX
	  	Ramp Field Conditions	    	 WX1

	 ATC / WX
	  	Snow/ Ice Removal	    	 WX2

	 ATC / WX
	  	Deicing	    	 WX3

	 Operational
	  	Late Load Plan from CLP	    	 OL1

	 Operational
	  	Adjustment passenger on bin loading after issuance of initial load	    	 OL2

	 Operational
	  	Late delivery of W & B	    	 OL3

	 Operational
	  	Moving passenger for W & B	    	 OL4

	 Operational
	  	Other Operational Delays	    	 OP0

	 Operational
	  	Ramp Traffic/ Pushback	    	 OP1

	 Operational
	  	Airport Facilities	    	 OP2

	 Miscellaneous
	  	Other or non-station issue	    	 MI0

	 Miscellaneous
	  	FAA ramp check	    	 MI1

	 Miscellaneous
	  	Other Security related delays	    	 SC0

	 Miscellaneous
	  	Bomb/ Highjack Threat	    	 SC1

	 Miscellaneous
	  	Security/ On-Board/ PPBM	    	 SC2

	 Miscellaneous
	  	Pax Related Security/ TSA/ GOV	    	 SC3

	 Miscellaneous
	  	Bag Related Security/ TSA/ GOV	    	 SC4

	 Miscellaneous
	  	Security Breach	    	 SC5

	 Miscellaneous
	  	Other IT related issues	    	 IT0

	 Miscellaneous
	  	Problems with Shares	    	 IT1



  
 [***]Confidential 














					
	 Miscellaneous
	  	Problems with FOS/CLP/Bomemann systems	    	 IT2

	 Miscellaneous
	  	Kiosks or other check-in IT infrastructure problems	    	 IT3

	 Miscellaneous
	  	Gate IT infrastructure problems	    	 IT4

	 Miscellaneous
	  	Airport IT infrastructure failures	    	 IT 5


 C.        CCF - Controllable Cancellation Codes 

 

					
	 Other
	  	Operational Decision	    	 XOP

	 Other
	  	Balance of XOP	    	 YOP

	 Crew
	  	Flight Attendant caused cancellation	    	 XCA

	 Crew
	  	Captain or FO caused cancellation	    	 XCC

	 Crew
	  	Captain or Crew refused A/C	    	 XRC

	 Crew
	  	Balance of Equipment XC1	    	 YCA

	 Crew
	  	Balance of Equipment XC2	    	 YCC

	 Crew
	  	Balance of Equipment XR0	    	 YRC

	 Maint
	  	Maintenance Cancellation Initial Code	    	 XMT

	 Maint
	  	Non-Specific MX Cancellation	    	 XM0

	 Maint
	  	Mechanical	    	 XM1

	 Maint
	  	Material Serviceability	    	 XM2

	 Maint
	  	Material Shortage	    	 XM3

	 Maint
	  	Maintenance Servicing	    	 XM4

	 Maint
	  	Maintenance Routing	    	 XM5

	 Maint
	  	Precautionary Inspection	    	 XM6

	 Maint
	  	Material Allocation	    	 XM7

	 Maint
	  	On-board computer/ Component Reset	    	 XM8

	 Maint
	  	MX/ Engineering Dept. Personnel Error	    	 XM9

	 Maint
	  	Balance of XMT code	    	 YMT

	 Maint
	  	Balance of XM0 code	    	 YM0

	 Maint
	  	Balance of XM1 code	    	 YM1

	 Maint
	  	Balance of XM2 code	    	 YM2

	 Maint
	  	Balance of XM3 code	    	 YM3

	 Maint
	  	Balance of XM4 code	    	 YM4

	 Maint
	  	Balance of XM5 code	    	 YM5

	 Maint
	  	Balance of XM6 code	    	 YM6

	 Maint
	  	Balance of XM7 code	    	 YM7

	 Maint
	  	Balance of XM8 code	    	 YM8

	 Maint
	  	Balance of XM9 code	    	 YM9

	 Damage
	  	Aircraft Damage Initial Cancellation	    	 XDA

	 Damage
	  	Aircraft Damage - Unspecified Cause	    	 XD0

	 Damage
	  	Flight Deck or Cabin Crew Damage Cancellation	    	 XD3

	 Damage
	  	Passenger Damage Cancellation	    	 XD4

	 Damage
	  	Uncontrollable Personnel Error Damage (excl. MX)	    	 XD8

	 Damage
	  	Controllable Personnel Error Damage (excl. MX)	    	 XD9

	 Damage
	  	Balance of XDA code	    	 YDA

	 Damage
	  	Balance of XDO code	    	 YD0

	 Damage
	  	Balance of XD3 code	    	 YD3

	 Damage
	  	Balance of XD4 code	    	 YD4



  
 [***]Confidential 














					
	 Damage
	  	 Balance of XD8 code
	    	 YD8

	 Damage
	  	 Balance of XD9 code
	    	 YD9


 D.        CCF - Uncontrollable Cancellation
Codes 
  

					
	 ATC/WX
	  	Air Traffic Control	    	 XAT

	 ATC/WX
	  	Balance of Equipment XA	    	 YAT

	 ATC/WX
	  	Weather Cancel	    	 XWX

	 ATC/WX
	  	Balance of Equipment XW	    	 YWX

	 Other
	  	Field Conditions	    	 XFC

	 Other
	  	Balance of Equipment XF	    	 YFC

	 Other
	  	Security Related Cancellation	    	 XTS

	 Other
	  	Balance of Equipment XT0	    	 YTS

	 Maint
	  	Bird Strike/ FOD Damage	    	 XD1

	 Maint
	  	Balance of Bird Strike/FOD Damage	    	 YD1

	 Maint
	  	Weather Related Damage Cancellation	    	 XD2

	 Maint
	  	Balance of Weather Related Damage Cancellation	    	 YD2



  
 [***]Confidential 













 Exhibit E 

CRJ-900 Aircraft Return Schedule 

[To be provided by US Airways] 

  
 [***]Confidential 













 Exhibit F 

Form of Investor Rights Agreement 

[See separate document] 

  
 [***]Confidential 













 Exhibit G 

(Exhibit C & D) 

Rates 
 [***] 

 

																					
	 [***]
	  		 		 		 	 [***]
	  	  [***]	 		  	 [***]
	 		  	 [***]
	 	
	 [***]
	  		 		 		 	 [***]
	  	[***]	 		  	 [***]
	 		  	 [***]
	 	
	 [***]
	  	[***]	 		 		 	 [***]
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 [***]Confidential 













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 [***]Confidential